Business Services Chewy

BUSINESS SERVICES AGREEMENT — CHEWY

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business operations, consulting, and related services, and represents that it has the necessary expertise, personnel and resources to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform certain services in accordance with the terms and conditions set forth herein, and Service Provider is willing to perform such services pursuant to this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Any material changes to scope, deliverables, or schedule shall be approved in writing by both parties before implementation.

Payment Terms

Service Fee: $ (USD)

Invoices shall be issued by Service Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Past due amounts shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. Client is responsible for all reasonable collection costs and legal fees incurred to collect overdue amounts.

Term and Termination

Term: This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice of the breach. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any nonpublic information or materials furnished by the other party (the "Disclosing Party") that are marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to receipt; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall take reasonable measures to protect such Confidential Information. Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information at the Disclosing Party's option. The parties acknowledge that a breach of this Section would cause irreparable harm for which monetary damages would be inadequate and that injunctive relief shall be an available remedy.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement and paid for in full ("Work Product"). Service Provider retains ownership of its pre-existing tools, methodologies and general know-how. To the extent Service Provider incorporates any third-party materials into Work Product, Service Provider shall secure the necessary rights or notify Client prior to delivery.

Warranties; Independent Contractor

Service Provider represents and warrants that it will perform the Services in a professional manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

The parties acknowledge that Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, joint venture or agency relationship between the parties.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

Entire Agreement

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall execute such further documents and take such further actions as may be necessary to effectuate the purposes of this Agreement.

Sign Now